Pedestrians pass the Macy's department store location in New York. Macy's stores will stay open for 48 hours straight on the weekend before Christmas. / Frank Franklin II, AP

by Gary Strauss, USA TODAY

by Gary Strauss, USA TODAY

Macy's CEO Terry Lundgren and J.C. Penney rival Ron Johnson may be in a messy legal fight. But when it comes to compensation, Lundgren scored a 2012 knockout.

Lundgren received compensation valued at $11.3 million, Macy's said in a Wednesday proxy filing. That's down about 22% from the $14.4 million he received in 2011. But Lundgren gained another $39 million exercising previously awarded stock options and from vested shares.Macy's CEO Terry Lundgren may be in a messy fight with J.C.Penney's Ron Johnson. But on the compensation front, Lundgren scored a knockout in 2012.

Lundgren's compensation included $1.6 million in salary, a $4.6 million stock award and options valued at about $3.1 million, similar to 2011 levels. But his incentive award was reduced to $1.9 million from $5.1 million in 2011, according to Macy's proxy. The retailer said cash flow was below threshold performance levels.

Lundgren, 61, has been CEO since 2004. His compensation was disclosed just a day after J.C. Penney reported that Johnson received just $1.9 million after the struggling retailer stumbled in the first full year of a turnaround.The former Apple retail store chief got almost $53 million in restricted shares when he joined Penney in 2011.

Lundgren and Johnson have been embroiled in a protracted legal tussle over Penney's bid to sell items under home fashion maven's Martha Stewart brand, now featured at Macy's. The dispute aired out in court testimony and is now in mediation, with an expected resolution April 8.

Macy's shares rose 16.8% in 2012. On Wednesday, the shares ended up 0.9% to $42.39 apiece.